As filed with the Securities and Exchange Commission on September 10, 1999
Registration No. ___________
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
---------------------------
FORM S-3
REGISTRATION STATEMENT
Under
The Securities Act of 1933
---------------------------
PMC-SIERRA, INC.
(Exact name of Registrant as specified in its charter)
---------------------------
8555 Baxter Place, Suite 105
Burnaby, British Columbia
Canada V5A 4V7
(604) 415-6000
(Address, including zip code, and telephone number, including area code,
of Registrant's principal executive offices)
---------------------------
Delaware 94-2925073
- ------------------------------- ----------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
The Corporation Trust Company
1209 Orange Street
Wilmington, Delaware 19801
(800) 677-3394
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
---------------------------
Copy to:
Neil Wolff
Wilson Sonsini Goodrich & Rosati
Professional Corporation
650 Page Mill Road
Palo Alto, California 94304
(650) 493-9300
---------------------------
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO PUBLIC: From time to
time after the effective date of this Registration Statement.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, check the following box.
|_|
If any of the securities being registered on this form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933 (the "Securities Act"), other than securities offered only in connection
with dividend or interest reinvestment plans, please check the following box.
|X|
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. |_|
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. |_|
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. |_|
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
- --------------------------------- ----------------------- ------------------------ ----------------------------- -------------------
Proposed Maximum
Title of Each Class of Amount Offering Price Per Proposed Maximum Aggregate Amount of
Securities to be Registered to be Registered (1) Unit (2) Offering Price (2) Registration Fee
- --------------------------------- ----------------------- ------------------------ ----------------------------- -------------------
<S> <C> <C> <C> <C> <C>
Common Stock, $.001 par value 3,597,123 $93.06 $334,748,266 $93,060
- --------------------------------- ----------------------- ------------------------ ----------------------------- -------------------
<FN>
(1) Includes 87,290 shares of common stock issuable upon exercise of warrants by
selling stockholders identified in this prospectus.
(2) Estimated solely for the purpose of determining the registration fee and
calculated in accordance with Rule 457(c) under the Securities Act on the basis
of the average of the high and low prices of PMC's common stock on September 2,
1999 as quoted on the Nasdaq National Market.
</FN>
</TABLE>
The Registrant hereby amends this Registration Statement on such date or
dates as may be necessary to delay its effective date until the Registrant shall
file a further amendment which specifically states that this Registration
Statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933 or until the Registration Statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.
<PAGE>
- --------------------------------------------------------------------------------
Information contained herein is subject to completion or amendment. A
registration statement relating to these securities has been filed with the
Securities and Exchange Commission. These securities may not be sold nor may
offers to buy be accepted prior to the time the registration statement becomes
effective. This prospectus shall not constitute an offer to sell or the
solicitation of an offer to buy nor shall there be any sale of these securities
in any State in which such offer, solicitation or sale would be unlawful prior
to registration or qualification under the securities laws of any such State.
- --------------------------------------------------------------------------------
SUBJECT TO COMPLETION
PROSPECTUS
3,597,123 SHARES
PMC-SIERRA, INC.
COMMON STOCK
Of the 3,597,123 shares of our common stock being offered, the selling
stockholders are selling all the shares. Up to 87,290 of those shares are
issuable to selling stockholders identified in this prospectus upon exercise of
warrants. The shares were issued to the selling stockholders on August 27, 1999
in connection with the merger of Pyrenees Acquisition Corporation, a Delaware
corporation and wholly-owned subsidiary of PMC-Sierra, Inc., with and into
Abrizio Inc., a California corporation, pursuant to an Agreement and Plan of
Reorganization dated August 24, 1999 among PMC, Pyrenees Acquisition Corporation
and Abrizio. The issuance of the shares was pursuant to an exemption from the
registration requirements of the Securities Act of 1933. The shares are being
registered under the Securities Act in order to permit the public resale or
other distribution of the shares.
The shares may be sold or distributed from time to time by or for the
account of the selling stockholders through underwriters or dealers, through
brokers or other agents, or directly to one or more purchasers, at market prices
prevailing at the time of sale or at prices otherwise negotiated. PMC will not
receive any portion of the proceeds from the sale of the shares offered hereby
and will bear certain expenses incident to their registration. See "Selling
Stockholders" and "Plan of Distribution."
Our common stock is quoted on the Nasdaq National Market under the
symbol "PMCS." On September 9, 1999, the last reported sale price of our common
stock was $106.06 per share.
INVESTING IN OUR COMMON STOCK INVOLVES A HIGH DEGREE OF RISK. SEE "RISK
FACTORS" LOCATED ON PAGE 3 OF THIS PROSPECTUS.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION
PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
The date of this prospectus is _________, 1999
<PAGE>
NO DEALER, SALESPERSON OR OTHER PERSON HAS BEEN AUTHORIZED TO GIVE ANY
INFORMATION OR TO MAKE ANY REPRESENTATIONS OTHER THAN THOSE CONTAINED IN OR
INCORPORATED BY REFERENCE IN THIS PROSPECTUS IN CONNECTION WITH THE OFFER MADE
BY THIS PROSPECTUS AND, IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATIONS
MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY PMC, PYRENEES ACQUISITION
CORPORATION, ABRIZIO OR THE SELLING STOCKHOLDERS. NEITHER THE DELIVERY OF THIS
PROSPECTUS NOR ANY SALE MADE HEREUNDER SHALL, UNDER ANY CIRCUMSTANCES, CREATE
ANY IMPLICATION THAT THERE HAS NOT BEEN ANY CHANGE IN THE FACTS SET FORTH IN
THIS PROSPECTUS OR IN THE AFFAIRS OF PMC SINCE THE DATE HEREOF. THIS PROSPECTUS
DOES NOT CONSTITUTE AN OFFER OR SOLICITATION BY ANYONE IN ANY JURISDICTION IN
WHICH SUCH OFFER OR SOLICITATION IS NOT AUTHORIZED OR IN WHICH THE PERSON MAKING
SUCH OFFER OR SOLICITATION IS NOT QUALIFIED TO DO SO OR TO ANYONE TO WHOM IT IS
UNLAWFUL TO MAKE SUCH OFFER OR SOLICITATION.
AVAILABLE INFORMATION
PMC files annual, quarterly and current reports, proxy and information
statements and other information with the Securities and Exchange Commission.
You can inspect and copy these reports, proxy and information statements and
other information concerning PMC at the public reference facilities maintained
by the Commission at Room 1024, 450 Fifth Street, N.W., Washington, D.C. 20549;
and at the Commission's regional offices located at Suite 1400, 500 West Madison
Street, Chicago, Illinois 60661 and at Seven World Trade Center, New York, New
York 10048. You can also obtain copies of such material from the Commission at
prescribed rates through its Public Reference Section at 450 Fifth Street, NW,
Washington, D.C. 20549. Information on the operation of the Public Reference
Room is available by calling the Commission at 1-800-SEC-0330. The SEC also
maintains a site on the World Wide Web at http://www.sec.gov that contains
reports, proxy and information statements and other information regarding
registrants that file electronically with the SEC.
This prospectus is part of the Registration Statement on form S-3 that
PMC filed with the commission to register shares of its common stock. This
prospectus does not contain all of the information set forth in the Registration
Statement. Statements in this prospectus concerning the provisions of certain
documents are not necessarily complete because reference is made to the copy of
the document filed as an exhibit to the Registration Statement or otherwise
filed with the Commission. Each such statement is qualified in its entirety by
such reference. The Registration Statement together with its exhibits can be
inspected and copied at the public reference facilities and regional offices of
the Commission and at the offices of Nasdaq referred to above.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents, which have been filed by PMC with the
Commission pursuant to the Exchange Act, are incorporated by reference and made
a part of this prospectus:
1. PMC's Annual Report on Form 10-K for the fiscal year ended December
27, 1998;
2. the Proxy Statement for PMC's 1999 Annual Meeting of Stockholders;
3. PMC's Quarterly Reports on Form 10-Q for the quarters ended March
28, 1999 and June 27, 1999;
4. PMC's Current Reports on Form 8-K dated August 25, 1999 and
September 3, 1999, as amended;
5. the description of our common stock in our Quarterly Report on 10-Q
for the quarter ended June 27, 1999; and
6. all reports, definitive proxy statements and other documents filed
by PMC with the Commission pursuant to Section 13(a), 13(c), 14 or 15(d) of the
Exchange Act subsequent to the date of this prospectus and prior to the
termination of this offering.
Any statement contained in a document or information incorporated or
deemed to be incorporated by reference shall be deemed to be modified or
superseded for purposes of this prospectus to the extent that a statement in
this prospectus modifies or supersedes it. Any such statement so modified or
superseded shall not be deemed, except as so modified or superseded, to
constitute a part of this prospectus.
PMC WILL PROVIDE, WITHOUT CHARGE, TO EACH PERSON, INCLUDING ANY
BENEFICIAL OWNER, TO WHOM A COPY OF THIS PROSPECTUS IS DELIVERED, UPON THE
WRITTEN OR ORAL REQUEST OF SUCH PERSON, A COPY OF ANY AND ALL OF THE DOCUMENTS
OR INFORMATION REFERRED TO ABOVE THAT HAS BEEN OR MAY BE INCORPORATED BY
REFERENCE IN THIS PROSPECTUS (EXCLUDING EXHIBITS TO SUCH DOCUMENTS UNLESS SUCH
EXHIBITS ARE SPECIFICALLY INCORPORATED BY REFERENCE). REQUESTS SHOULD BE
DIRECTED TO INVESTOR RELATIONS, PMC-SIERRA, INC., 8555 BAXTER PLACE, SUITE 105,
BURNABY, BRITISH COLUMBIA, CANADA V5A 4V7. PMC'S TELEPHONE NUMBER AT THAT
LOCATION IS (604) 415-6000.
THE COMPANY
PMC was incorporated in the State of California in 1983 and
reincorporated into the State of Delaware in 1997. All references to "PMC", "we"
or "us" are to PMC-Sierra, Inc. and include its subsidiaries, unless the context
requires otherwise. Our principal executive office is located at 105-8555 Baxter
Place, Burnaby, B.C., Canada V5A 4V7. Our telephone number at that location is
(604) 415-6000. Our Common Stock trades on the Nasdaq National Market under the
symbol "PMCS."
We design, develop, market and support high-performance semiconductor
networking solutions. Our products are used in the high speed transmission and
networking systems which are being used to restructure the global
telecommunications and data communications infrastructure.
We provide components for equipment based on Asynchronous Transfer Mode
("ATM"), Synchronized Optical Network ("SONET"), Synchronized Digital Hierarchy
("SDH"), T1/E1/J1 and T3/E3/J2 access transmission and Ethernet protocols. Our
networking products adhere to international standards and are sold on the
merchant market to over 100 customers either directly or through our worldwide
distribution channels.
<PAGE>
SPECIAL NOTE ON FORWARD-LOOKING STATEMENTS
Some statements and information in this Registration Statement
constitute "forward-looking statements" within the meaning of the federal
securities laws. Our results, performance, or achievements may be materially
different from those expressed or implied by such forward-looking statements.
Our forward-looking statements include projections related to trends in markets,
long and short term revenues and gross margins. They also include projections
related to expenditures on research and development, marketing, general and
administrative expense, new accounting pronouncements and the year 2000 issue
along with the impact of these issues. We may not nor are we obligated to,
release revisions to forward-looking statements to reflect subsequent events.
RISK FACTORS
An investment in the shares involves a high degree of risk. In addition
to the other information contained in this Registration Statement, before
purchasing the shares, prospective investors should carefully consider the risk
factors described as "Factors That You Should Consider Before Investing In
PMC-Sierra" in our Quarterly Report on Form 10-Q for the quarter ended June 27,
1999 and in other documents subsequently filed with the Commission pursuant to
Section 13 or 15 of the Exchange Act.
USE OF PROCEEDS
We will not receive any proceeds from the sale of the shares but will
pay all expenses related to the registration of the shares. See "Plan of
Distribution."
SELLING STOCKHOLDERS
The shares of the common stock are to be offered for the account of the
selling stockholders. The following table sets forth the name of each selling
stockholder and the aggregate number of shares of common stock registered hereby
that each selling Stockholder may offer and sell pursuant to this prospectus.
All of the shares offered are issued and outstanding as of the date of this
prospectus other than 87,290 shares of common stock issuable upon exercise of
warrants by selling stockholders identified in the prospectus. Because the
selling stockholders may sell or distribute all or a portion of the shares at
any time and from time to time after the date hereof, no estimate can be made of
the number of shares of common stock that each selling Stockholder may retain
upon completion of this offering. As of the date of this prospectus, shares
beneficially owned by Anders Swahn, Nick McKeown, Shang-Tse Chuang, Gregory
Charles Adam Watson, Constantine Calamvokis, Rolf Muralt, Steven C. Lin, Saroj
Behera, Leo Quilici, Zubair Hussain, Gireesh Shrimali and Leo P. Quillici
currently serve as employees or consultants of Abrizio.
<PAGE>
<TABLE>
<CAPTION>
Shares to be Offered for the
Selling Stockholder Selling Stockholder
- -------------------------------------------------------------------------------- ----------------------------
<S> <C>
Anders Swahn 632,145
Nick McKeown 632,145
Stanford University 58,699
Frank Marshall 9,482
Fenwick & West LLP 7,525
Shang-Tse Chuang 11,128
Gregory Charles Adam Watson 11,852
Constantine Calamvokis and Alison Lang, Community Property 7,901
Rolf Muralt 6,848
Steven C. Lin and Robin A. Lin, Community Property 6,848
Saroj Behera 22,125
Leo Quilici 9,218
Zubair Hussain 34,767
Gireesh Shrimali 4,741
Benchmark Capital 903,064
Sequoia Capital VIII 818,446
Sequoia International Technology Partners VIII 10,385
Sequoia International Technology Partners VIII (Q) 54,183
CMS Partners LLC 18,061
Sequoia 1997 1,987
F&W Investments 1998 7,675
Michael Dowling 601
Soleil Moscona 4,515
Dorothy Keggi 3,010
Jim Salvatore 3,010
Patrick A. McKeown 2,257
Jeremy P. McKeown 1,354
Alistair J. McKeown 903
Hanh V. Le and Thien-Hoa T. Truong 2,408
Dew T. Le and Michael F. Dawson 903
Nho T.T. LeHinds and Roger E. LeHinds 451
Sean Nhan 903
Trang T. Rowe and David Rowe 1,053
Nga T. Le and Mark S. Wolter 1,053
Allied Telesis KK (1) 30,808
Timark LP 52,978
Leo P. Quilici Pension and Profit Sharing Plan dated 12/28/90 (2) 13,829
Hennessy 1993 Revocable Trust (3) 18,353
Ron Schmidt (4) 45,883
Reed Hastings (5) 45,883
Morgan Littlewood (6) 22,941
Carmelo Santoro, Trustee, The Carmelo J. and Nancy J. Santoro Family Trust,
July 13, 1990 52,226
VLLI (7) 22,576
TOTAL 3,597,123
<FN>
- ----------------------------------------------------------------------
(1) Includes 15,050 shares issuable upon exercise of warrants.
(2) Includes 6,019 shares issuable upon exercise of warrants.
(3) Includes 6,020 shares issuable upon exercise of warrants.
(4) Includes 15,050 shares issuable upon exercise of warrants.
(5) Includes 15,050 shares issuable upon exercise of warrants.
(6) Includes 7,525 shares issuable upon exercise of warrants.
(7) Includes 22,576 shares issuable upon exercise of warrants.
</FN>
</TABLE>
PLAN OF DISTRIBUTION
The shares may be sold or distributed from time to time by or for the
account of the selling stockholders. The selling stockholders will act
independently of PMC in making decisions with respect to their respective sales
of the shares.
The selling stockholders may sell or distribute some or all of the
shares from time to time through underwriters or dealers or brokers or other
agents or directly to one or more purchasers, in transactions (which may involve
block transactions) on Nasdaq, privately negotiated transactions or in the
over-the-counter market, or in a combination of such transactions. Such
transactions may be effected by the selling stockholders at market prices
prevailing at the time of sale, at prices related to such prevailing market
prices, at negotiated prices, or at fixed prices, which may be changed. Brokers,
dealers, agents or underwriters participating in such transactions as agent may
receive compensation in the form of discounts, concessions or commissions from
the selling stockholders (and, if they act as agent for the purchaser of such
shares, from such purchaser). Usual and customary or specifically negotiated
brokerage fees or commissions may be paid by the selling stockholders in
connection with such sales.
The selling stockholders and any such underwriters, brokers, dealers or
agents that participate in such distribution may be deemed to be "underwriters"
within the meaning of the Securities Act, and any discounts, commissions or
concessions received by any such underwriters, brokers, dealers or agents might
be deemed to be underwriting discounts and commissions under the Securities Act.
Neither PMC nor the selling stockholders can presently estimate the amount of
such compensation. PMC knows of no existing arrangements between any selling
Stockholder and any other selling Stockholder, underwriter, broker, dealer or
other agent relating to the sale or distribution of the shares.
Under applicable rules and regulations under the Exchange Act, any
person engaged in a distribution of any of the shares may not simultaneously
engage in market activities with respect to the Common Stock for a period of
nine business days prior to the commencement of such distribution. In addition
and without limiting the foregoing, the selling stockholders will be subject to
applicable provisions of the Exchange Act and the rules and regulations
thereunder, including without limitation Rules 10b-5, 10b-6 and 10b-7, which
provisions may limit the timing of purchases and sales of any of the shares by
the selling stockholders.
All of the foregoing may affect the marketability of the Common Stock.
PMC will pay substantially all of the expenses incident to this
offering of the shares by the selling stockholders to the public other than
commissions and discounts of underwriters, brokers, dealers or agents.
LEGAL MATTERS
The validity of the shares offered hereby will be passed upon for PMC
by Wilson Sonsini Goodrich & Rosati, Professional Corporation.
EXPERTS
The consolidated financial statements of PMC-Sierra, Inc. at December
31, 1998, for the two years in the period then ended, and at December 31, 1997,
appearing in this prospectus and Registration Statement have been audited by
Deloitte & Touche LLP, independent auditors, and for the year ended December 31,
1996, by Ernst & Young LLP, independent auditors, as set forth in their
respective reports thereon incorporated by reference herein, and are included in
reliance upon such reports given upon the authority of such firms as experts in
accounting and auditing.
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
The following table sets forth the expenses payable by the Registrant
in connection with the filing of this Registration Statement (1).
Securities and Exchange Commission Filing Fee $93,060
Nasdaq Additional Listing Fee $17,500
Printing and Engraving Expenses $10,000
Legal Fees and Expenses $15,000
Accounting Fees and Expenses -
Blue Sky Fees and Expenses -
Transfer Agent and Registration Fees $5,000
Miscellaneous expenses $1,440
Total $142,000
- --------------------------------------------------
(1) All of such expenses, other than the filing fee for the Commission and
additional listing fee for Nasdaq, are estimates and are subject to future
contingencies.
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Certificate of Incorporation of PMC eliminates the liability of
directors to PMC for monetary damages for breach of fiduciary duty as a director
to the fullest extent permissible under Delaware law, as such law exists
currently or as it may be amended in the future. Under Delaware law, such
provision may not eliminate or limit director monetary liability for: (a)
breaches of the director's duty of loyalty to PMC or its stockholders; (b) acts
or omissions not in good faith or involving intentional misconduct or knowing
violations of law; (c) the payment of unlawful dividends or unlawful stock
repurchases or redemptions; or (d) transactions in which the director received
an improper personal benefit. Such limitation of liability provisions also may
not limit a director's liability for violation of, or otherwise relieve PMC or
its directors from the necessity of complying with, federal or state securities
laws, or affect the availability of non-monetary remedies such as injunctive
relief or rescission.
PMC's Bylaws provide that PMC shall indemnify its directors and
officers and may indemnify its employees and other agents to the fullest extent
permitted by law. PMC believes that indemnification under its Bylaws covers at
least negligence and gross negligence on the part of indemnified parties. PMC's
Bylaws also permit PMC to secure insurance on behalf of any officer, director,
employee or other agent for any liability arising out of his or her actions in
such capacity, regardless of whether PMC would have the power to indemnify him
or her against such liability under the General Corporation Law of Delaware. PMC
currently has secured such insurance on behalf of its officers and directors.
PMC has entered into agreements to indemnify its directors and
officers, in addition to indemnification provided for in PMC's Bylaws. Subject
to certain conditions, these agreements, among other things, indemnify PMC's
directors and officers for certain expenses (including attorney's fees),
judgments, fines and settlement amounts incurred by any such person in any
action or proceeding, including any action by or in the right of PMC, arising
out of such person's services as a director or officer of PMC, any subsidiary of
PMC or any other company or enterprise to which the person provides services at
the request of PMC.
<PAGE>
ITEM 16. EXHIBITS
The following exhibits are filed as part of this Registration
Statement:
NUMBER EXHIBIT DESCRIPTION
- ------ -------------------
5.1 Opinion of Counsel as to the validity of the Shares.
23.1 Consent of Counsel (included in Exhibit 5.1 above).
23.2 Consent of Ernst & Young LLP.
23.3 Consent of Deloitte & Touche LLP.
24.1 Power of Attorney (see page II-4).
ITEM 17. UNDERTAKINGS.
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement:
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of this Registration Statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in this Registration
Statement;
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in this Registration Statement or
any material change to such information in this Registration Statement.
Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) above
do not apply if the information required to be included in a post-effective
amendment by these paragraphs is contained in periodic reports filed with or
furnished by the Registrant pursuant to Section 13 or 15(d) of the Exchange Act
that are incorporated by reference in this Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered herein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the termination of
this offering.
(b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act that is incorporated by reference in this Registration Statement
shall be deemed to be a new registration statement relating to the securities
offered herein, and the offering of such securities at that time shall be deemed
to be the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the foregoing provisions, or otherwise, the Registrant
has been advised that in the opinion of the Commission such indemnification is
against public policy as expressed in the Securities Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the Registrant of expenses incurred or
paid by a director, officer or controlling person of the Registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
the Registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-3 and has duly caused this
registration statement or amendment thereto to be signed on its behalf by the
undersigned, thereunto duly authorized, in Burnaby, British Columbia, Canada, on
September 10, 1999.
PMC-SIERRA, INC.
By: /s/ Robert L. Bailey
----------------------------------
Robert L. Bailey, President and
Chief Executive Officer (Principal
Executive Officer)
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Robert L. Bailey and John Sullivan,
jointly and severally, his attorneys-in-fact, each with the power of
substitution, for him in any and all capacities, to sign any amendments to this
Registration Statement on Form S-3, and to file the same, with exhibits thereto
and other documents in connection therewith, with the Securities and Exchange
Commission, hereby ratifying and confirming all that each of said
attorneys-in-fact, or his substitute or substitutes, may do or cause to be done
by virtue hereof.
Pursuant to the requirements of the Securities Act, this registration
statement has been signed by the following persons in the capacities and on the
dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ Robert L. Bailey President, Chief Executive Officer (Principal September 10, 1999
- -------------------------- Executive Officer) and Director
Robert L. Bailey
/s/ John Sullivan Vice President, Finance (Principal Financial September 10, 1999
- -------------------------- and Accounting Officer)
John Sullivan
/s/ Alexandre Balkanski Director September 9, 1999
- --------------------------
Alexandre Balkanski
/s/ Colin Beaumont Director September 10, 1999
- --------------------------
Colin Beaumont
/s/ James V. Diller Chairman of the Board of Directors September 9, 1999
- --------------------------
James V. Diller
/s/ Frank J. Marshall Director September 9, 1999
- --------------------------
Frank J. Marshall
</TABLE>
<PAGE>
EXHIBIT INDEX
NUMBER EXHIBIT DESCRIPTION
- ------ -------------------
5.1 Opinion of Counsel as to the validity of the Shares.
23.2 Consent of Ernst & Young LLP
23.3 Consent of Deloitte & Touche LLP
650 PAGE MILL ROAD
PALO ALTO, CALIFORNIA 94304-1050
TELEPHONE 650-493-9300 FACSIMILE 650-493-6811
September 10, 1999
PMC-Sierra, Inc.
105-8555 Baxter Place
Burnaby, British Columbia
Canada V5A 4V7
Re: Registration Statement on Form S-3
Gentlemen & Ladies:
In connection with your preparation and filing of the Registration
Statement on Form S-3 under the Securities Act of 1933 relating to the sale by
the persons named therein to the public, in connection with the merger of
Pyrenees Acquisition Corporation, a Delaware corporation and wholly-owned
subsidiary of Registrant, pursuant to an Agreement and Plan of Reorganization
dated August 24, 1999 among PMC, Pyrenees Acquisition Corporation, with and into
Abrizio Inc. ("Abrizio"), a California corporation, of up to 3,597,123 shares of
your Common Stock, $0.001 par value per share ("Shares"), all of which are
issued and outstanding, we have examined originals or copies of corporate
records, certificates of public officials and officers of PMC and other
instruments relating to the authorization and issuance of the shares as we have
deemed relevant and necessary for the opinion hereinafter expressed.
On the basis of the foregoing, we are of the opinion that the issuance
of the shares has been duly authorized by your Board of Directors, and the
shares are validly issued, fully paid and nonassessable.
We hereby consent to the filing of the opinion as an exhibit to the
Registration Statement and further consent to the use of our name wherever
appearing in the Registration Statement.
Sincerely,
/s/ WILSON SONSINI GOODRICH & ROSATI
WILSON SONSINI GOODRICH & ROSATI
Professional Corporation
CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS
We consent to the reference to our firm under the caption "Experts" in the
Registration Statement (Form S-3) and related prospectus of PMC-Sierra, Inc. for
the registration of up to 3,597,123 shares of its common stock and to the
incorporation by reference therein of our report dated January 22, 1997, with
respect to the consolidated financial statements and schedule of PMC-Sierra,
Inc. (formerly Sierra Semiconductor Corporation) included in its Annual Report
(Form 10-K) for the year ended December 27, 1998, filed with the Securities and
Exchange Commission.
/s/ ERNST & YOUNG LLP
ERNST & YOUNG LLP
San Jose, California
September 10, 1999
CONSENT OF DELOITTE & TOUCHE LLP, INDEPENDENT AUDITORS
We consent to the reference to our firm under the caption "Experts" in
the Registration Statement (Form S-3),and related prospectus of PMC-Sierra, Inc.
for the registration of up to 3,597,123 shares of its common stock and to the
incorporation by reference therein of our report dated January 21, 1999, with
respect to the consolidated financial statements and schedule of PMC-Sierra,
Inc. included in its Annual Report (Form 10-K) for the year ended December 27,
1998, filed with the Securities and Exchange Commission.
/s/ DELOITTE & TOUCHE LLP
DELOITTE & TOUCHE LLP
Vancouver, British Columbia, Canada
September 10, 1999
